SEC Form 4 · accession 0001737174-18-000002
Surface Oncology, Inc. · SURF
Statement of changes in beneficial ownership, as filed. Original on EDGAR ↗
Period of report
Apr 23, 2018
Accepted (ET)
Apr 25, 2018 · 2:38 pm EDT
Rule 10b5-1 plan
unknown — predates the checkbox
Issuer CIK
0001718108
Table I — non-derivative securities
| Security | Date | Code | Shares | Price | A/D | Owned after | D/I | Nature of ownership |
|---|---|---|---|---|---|---|---|---|
| Common StockF1,F2 | Apr 23, 2018 | C | 406,113 | — | A | 406,113 | I | See Footnote 2 |
Table II — derivative securities
| Security | Conv. / exercise price | Date | Code | Shares | A/D | Exercisable | Expires | Underlying | Underlying shares | Owned after | D/I |
|---|---|---|---|---|---|---|---|---|---|---|---|
| Series A Preferred StockF1,F2 | — | Apr 23, 2018 | C | 893,450 | D | — | — | Common Stock | 406,113 | 0 | I |
Explanation of responses
- F1On April 23, 2018, in connection with the completion of the issuer's initial public offering, each 2.2 shares of Series A Preferred Stock converted into 1 share of Common Stock.
- F2The shares of common stock of Surface Oncology, Inc. reported in this Form 4 are held by October 2017 Liquidating Trust (the "Trust"). Michael Kearney is the trustee and a beneficiary of the Trust and disclaims any beneficial ownership of the securities held by the Trust except to the extent of his pecuniary interest therein. The filing of this statement shall not be deemed to be an admission that, for purposes of Section 16 of the Securities Exchange Act of 1934 or otherwise, the undersigned is the beneficial owner of all of the securities reported herein.
Remarks
Remark 1: The reporting persons are no longer subject to Section 16 because they are no longer 10% Owners.